2013.09.30 10Q
Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
Form 10-Q
 (Mark One)
 
x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013
 
OR
 
o         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

FOR THE TRANSITION PERIOD FROM                   TO                   .
 
Commission file number 001-14775
 

 DYNAMIC MATERIALS CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware
 
84-0608431
(State of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 5405 Spine Road, Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
 
(303) 665-5700
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
(Do not check if smaller reporting company)
 
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Act).  Yes  o  No x
 
The number of shares of Common Stock outstanding was 13,760,007 as of October 30, 2013.
 


Table of Contents

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
 
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. In particular, we direct your attention to Part I, Item 1- Condensed Consolidated Financial Statements; Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 3 - Quantitative and Qualitative Disclosures About Market Risk; and Part II, Item 1A — Risk Factors. We intend the forward-looking statements throughout this quarterly report on Form 10-Q and the information incorporated by reference herein to be covered by the safe harbor provisions for forward-looking statements. Statements contained in this report which are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. All projections, guidance and other statements regarding our expected financial position and operating results, our business strategy, our financing plans and the outcome of any contingencies are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” and other phrases of similar meaning. The forward-looking information is based on information available as of the date of this quarterly report and on numerous assumptions and developments that are not within our control. Although we believe that our expectations as expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Factors that could cause actual results to differ materially include, but are not limited to, the following: changes in global economic conditions; the ability to obtain new contracts at attractive prices; the size and timing of customer orders and shipment; our ability to realize sales from our backlog; fluctuations in customer demand; fluctuations in foreign currencies; competitive factors; the timely completion of contracts; the timing and size of expenditures; the timely receipt of government approvals and permits; the price and availability of metal and other raw material; the adequacy of local labor supplies at our facilities; current or future limits on manufacturing capacity at our various operations; our ability to successfully integrate acquired businesses; the availability and cost of funds; and general economic conditions, both domestic and foreign, impacting our business and the business of the end-market users we serve. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.


2


INDEX
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3

Table of Contents

Part I - FINANCIAL INFORMATION

ITEM 1.  Condensed Consolidated Financial Statements

DYNAMIC MATERIALS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share and Per Share Data)
 
 
September 30,
 
December 31,
 
2013
 
2012
 
(unaudited)
 
 
ASSETS
 

 
 

CURRENT ASSETS:
 

 
 

Cash and cash equivalents
$
9,578

 
$
8,200

Accounts receivable, net of allowance for doubtful accounts of $340 and $406, respectively
32,018

 
36,981

Inventory, net
41,708

 
48,320

Prepaid expenses and other
3,982

 
5,091

Current deferred tax assets
2,564

 
2,074

 
 
 
 
Total current assets
89,850

 
100,666

 
 
 
 
PROPERTY, PLANT AND EQUIPMENT
104,208

 
90,621

Less - accumulated depreciation
(40,708
)
 
(36,645
)
 
 
 
 
Property, plant and equipment, net
63,500

 
53,976

 
 
 
 
GOODWILL, net
37,553

 
37,431

 
 
 
 
PURCHASED INTANGIBLE ASSETS, net
37,646

 
41,958

 
 
 
 
DEFERRED TAX ASSETS
505

 
804

 
 
 
 
OTHER ASSETS, net
500

 
596

 
 
 
 
TOTAL ASSETS
$
229,554

 
$
235,431


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DYNAMIC MATERIALS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share and Per Share Data)

 
September 30,
 
December 31,
 
2013
 
2012
 
(unaudited)
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

CURRENT LIABILITIES:
 

 
 

Accounts payable
$
9,135

 
$
11,281

Accrued expenses
4,321

 
4,564

Dividend payable
550

 
540

Accrued income taxes
1,325

 
406

Accrued employee compensation and benefits
5,547

 
4,977

Customer advances
1,392

 
1,363

Current debt obligations
65

 
1,046

Current portion of capital lease obligations
33

 
52

Current deferred tax liabilities
274

 
149

 
 
 
 
Total current liabilities
22,642

 
24,378

 
 
 
 
LINES OF CREDIT
25,550

 
37,779

 
 
 
 
LONG-TERM DEBT
5

 
55

 
 
 
 
CAPITAL LEASE OBLIGATIONS

 
19

 
 
 
 
DEFERRED TAX LIABILITIES
8,429

 
9,211

 
 
 
 
OTHER LONG-TERM LIABILITIES
1,755

 
1,433

 
 
 
 
Total liabilities
58,381

 
72,875

 
 
 
 
COMMITMENTS AND CONTINGENT LIABILITIES


 


 
 

 
 

STOCKHOLDERS’ EQUITY:
 
 
 
Preferred stock, $0.05 par value; 4,000,000 shares authorized; no issued and outstanding shares

 

Common stock, $0.05 par value; 25,000,000 shares authorized; 13,759,007 and 13,519,555 shares issued and outstanding, respectively
688

 
676

Additional paid-in capital
62,099

 
60,158

Retained earnings
113,670

 
108,101

Other cumulative comprehensive loss
(5,464
)
 
(6,463
)
 
 
 
 
Total Dynamic Materials Corporation’s stockholders’ equity
170,993

 
162,472

Non-controlling interest
180

 
84

 
 
 
 
Total stockholders’ equity
171,173

 
162,556

 
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
229,554

 
$
235,431


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DYNAMIC MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(Amounts in Thousands, Except Share and Per Share Data)
(unaudited)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
NET SALES
$
54,268

 
$
50,149

 
$
158,396

 
$
149,048

 
 
 
 
 
 
 
 
COST OF PRODUCTS SOLD
37,695

 
34,800

 
112,042

 
105,383

 
 
 
 
 
 
 
 
Gross profit
16,573

 
15,349

 
46,354

 
43,665

 
 
 
 
 
 
 
 
COSTS AND EXPENSES:
 

 
 

 
 

 
 

General and administrative expenses
5,833

 
4,668

 
19,129

 
13,815

Selling and distribution expenses
3,699

 
4,011

 
12,074

 
12,330

Amortization of purchased intangible assets
1,581

 
1,520

 
4,734

 
4,584

 
 
 
 
 
 
 
 
Total costs and expenses
11,113

 
10,199

 
35,937

 
30,729

 
 
 
 
 
 
 
 
INCOME FROM OPERATIONS
5,460

 
5,150

 
10,417

 
12,936

 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE):
 

 
 

 
 

 
 

Other income (expense), net
(247
)
 
180

 
(371
)
 
390

Interest expense
(129
)
 
(216
)
 
(484
)
 
(622
)
Interest income
1

 
16

 
5

 
25

 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST
5,085

 
5,130

 
9,567

 
12,729

 
 
 
 
 
 
 
 
INCOME TAX PROVISION
1,474

 
1,373

 
2,259

 
3,882

 
 
 
 
 
 
 
 
NET INCOME
3,611

 
3,757

 
7,308

 
8,847

 
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interest
49

 
3

 
92

 
13

 
 
 
 
 
 
 
 
NET INCOME ATTRIBUTABLE TO DYNAMIC MATERIALS CORPORATION
$
3,562

 
$
3,754

 
$
7,216

 
$
8,834

 
 
 
 
 
 
 
 
INCOME PER SHARE:
 

 
 

 
 

 
 

Basic
$
0.26

 
$
0.28

 
$
0.52

 
$
0.65

Diluted
$
0.26

 
$
0.28

 
$
0.52

 
$
0.65

 
 
 
 
 
 
 
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
 

 
 

 
 

 
 

Basic
13,540,394

 
13,212,246

 
13,528,880

 
13,204,086

Diluted
13,544,665

 
13,216,229

 
13,532,973

 
13,208,259

 
 
 
 
 
 
 
 
DIVIDENDS DECLARED PER COMMON SHARE
$
0.04

 
$
0.04

 
0.12

 
0.12

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DYNAMIC MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(Amounts in Thousands)
(unaudited)
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Net income including non-controlling interest
$
3,611

 
$
3,757

 
$
7,308

 
$
8,847

 
 
 
 
 
 
 
 
Change in cumulative foreign currency translation adjustment
4,183

 
3,049

 
1,003

 
(207
)
 
 
 
 
 
 
 
 
Total comprehensive income
7,794

 
6,806

 
8,311

 
8,640

 
 
 
 
 
 
 
 
Comprehensive income attributable to non-controlling interest
55

 
6

 
96

 
13

 
 
 
 
 
 
 
 
Comprehensive income attributable to Dynamic Materials Corporation
$
7,739

 
$
6,800

 
$
8,215

 
$
8,627

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DYNAMIC MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
(Amounts in Thousands)
(unaudited)
 
 
 
Dynamic Materials Corporation Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
 
 
Additional
 
 
 
Cumulative
 
Non-
 
 
 
Common Stock
 
Paid-In
 
Retained
 
Comprehensive
 
Controlling
 
 
 
Shares
 
Amount
 
Capital
 
Earnings
 
Loss
 
Interest
 
Total
Balances, December 31, 2012
13,520

 
$
676

 
$
60,158

 
$
108,101

 
$
(6,463
)
 
$
84

 
$
162,556

Net income

 

 

 
7,216

 

 
92

 
7,308

Change in cumulative foreign currency translation adjustment

 

 

 

 
999

 
4

 
1,003

Shares issued in connection with stock compensation plans
239

 
12

 
151

 

 

 

 
163

Tax impact of stock-based compensation

 

 
(895
)
 

 

 

 
(895
)
Stock-based compensation

 

 
2,685

 

 

 

 
2,685

Dividends declared

 

 

 
(1,647
)
 

 

 
(1,647
)
Balances, September 30, 2013
13,759

 
$
688

 
$
62,099

 
$
113,670

 
$
(5,464
)
 
$
180

 
$
171,173

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DYNAMIC MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(Amounts in Thousands)
(unaudited)
 
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net income
$
7,308

 
$
8,847

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation (including capital lease amortization)
4,441

 
4,121

Amortization of purchased intangible assets
4,734

 
4,584

Amortization of deferred debt issuance costs
76

 
96

Stock-based compensation
2,685

 
2,838

Deferred income tax benefit
(260
)
 
(763
)
Gain (loss) on disposal of property, plant and equipment
5

 
(32
)
Change in:
 

 
 

Accounts receivable, net
4,978

 
(588
)
Inventories
6,566

 
(4,565
)
Prepaid expenses and other
1,041

 
635

Accounts payable
(2,187
)
 
(2,458
)
Customer advances
14

 
(554
)
Accrued expenses and other liabilities
1,333

 
316

 
 
 
 
Net cash provided by operating activities
30,734

 
12,477

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Acquisition of property, plant and equipment
(14,030
)
 
(10,526
)
Acquisition of TRX Industries

 
(10,294
)
Change in other non-current assets
209

 
152

 
 
 
 
Net cash used in investing activities
(13,821
)
 
(20,668
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Borrowings (repayments) on bank lines of credit, net
(13,252
)
 
17,087

Payment on loans with former owners of LRI
(47
)
 
(1,157
)
Payment on capital lease obligations
(39
)
 
(53
)
Payment of dividends
(1,637
)
 
(1,614
)
Net proceeds from issuance of common stock to employees and directors
163

 
98

Tax impact of stock-based compensation
(895
)
 
(5
)
 
 
 
 
Net cash provided by (used in) financing activities
(15,707
)
 
14,356

 
 
 
 
EFFECTS OF EXCHANGE RATES ON CASH
172

 
(60
)
 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS
1,378

 
6,105

 
 
 
 
CASH AND CASH EQUIVALENTS, beginning of the period
8,200

 
5,276

 
 
 
 
CASH AND CASH EQUIVALENTS, end of the period
$
9,578

 
$
11,381

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DYNAMIC MATERIALS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, Except Share and Per Share Data)
(unaudited)
 
1.      BASIS OF PRESENTATION
 
The information included in the condensed consolidated financial statements is unaudited but includes all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the financial statements that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2012.
 
 
2.      SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The condensed consolidated financial statements include the accounts of Dynamic Materials Corporation (“DMC”) and its controlled subsidiaries.  Only subsidiaries in which controlling interests are maintained are consolidated.  All significant intercompany accounts, profits, and transactions have been eliminated in consolidation.

Inventories
    
Inventories are stated at the lower-of-cost (first-in, first-out) or market value. Cost elements included in inventory are material, labor, subcontract costs, and manufacturing overhead. As necessary, we record provisions and maintain reserves for excess, slow moving and obsolete inventory. To determine reserve amounts, we regularly review inventory quantities on hand and values, and compare them to estimates of future product demand, market conditions, production requirements and technological developments.

Based upon our most recent review of inventory quantities to identify potentially excess, slow moving and obsolete inventory items, we determined that reserves for our Oilfield Product business segment should be increased by $1,245 to adequately provide for estimated requirements and recorded corresponding expense of $1,245 ($895, net of tax) in cost of products sold in our third quarter 2013 condensed consolidated statement of operations. This change in estimate resulted from a comprehensive review of Oilfield Products' inventories that was completed during the third quarter and reflects management's efforts to reduce overall inventory levels and rationalize product line offerings. The impact of this change in estimate reduced earnings per share by $0.06 per share (basic and diluted) for the three and nine months ended September 30, 2013.

Inventories consist of the following at September 30, 2013 and December 31, 2012 and include reserves of $2,040 and $337, respectively:

 
September 30,
2013
 
December 31,
2012
Raw materials
$
13,358

 
$
16,079

Work-in-process
10,410

 
12,133

Finished goods
16,995

 
19,155

Supplies
945

 
953

 
$
41,708

 
$
48,320


Income Taxes
 
The effective tax rate for each of the periods reported differs from the U.S. statutory rate due primarily to favorable foreign permanent differences, variation in contribution to consolidated pre-tax income from each jurisdiction for the respective periods and differences between the U.S. and foreign tax rates (which range from 20% to 35%) on earnings that have been permanently reinvested.

In January 2013, the United States Congress authorized, and the President signed into law, legislation which retroactively changed federal tax laws for 2012. Since this legislation was enacted in 2013, the financial statement benefit from these changes,

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totaling approximately $900, was reflected in the provision for income taxes in the consolidated statement of operations during the nine months ended September 30, 2013.
 
Earnings Per Share
 
Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards (“RSAs”), are considered participating securities for purposes of calculating earnings per share (“EPS”) and require the use of the two class method for calculating EPS.  Under this method, a portion of net income is allocated to these participating securities and therefore is excluded from the calculation of EPS allocated to common stock, as shown in the table below.

Computation and reconciliation of earnings per common share are as follows:
 
 
For the three months ended
 
For the three months ended
 
September 30, 2013
 
September 30, 2012
 
Income
 
Shares
 
EPS
 
Income
 
Shares
 
EPS
Basic earnings per share:
 

 
 

 
 

 
 

 
 

 
 

Net income attributable to DMC
$
3,562

 
 

 
 

 
$
3,754

 
 

 
 

Less income allocated to RSAs
(59
)
 
 

 
 

 
(83
)
 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net income allocated to common stock for EPS calculation
$
3,503

 
13,540,394

 
$
0.26

 
$
3,671

 
13,212,246

 
$
0.28

 
 
 
 
 
 
 
 
 
 
 
 
Adjust shares for dilutives:
 

 
 

 
 

 
 

 
 

 
 

Stock-based compensation plans
 

 
4,271

 
 

 
 

 
3,983

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share:
 

 
 

 
 

 
 

 
 

 
 

Net income attributable to DMC
$
3,562

 
 

 
 

 
$
3,754

 
 

 
 

Less income allocated to RSAs
(59
)
 
 

 
 

 
(83
)
 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net income allocated to common stock for EPS calculation
$
3,503

 
13,544,665

 
$
0.26

 
$
3,671

 
13,216,229

 
$
0.28

 
 
 
 
 
 
 
 
 
 
 
 
 
For the nine months ended
 
For the nine months ended
 
September 30, 2013
 
September 30, 2012
 
Income
 
Shares
 
EPS
 
Income
 
Shares
 
EPS
Basic earnings per share:
 

 
 

 
 

 
 

 
 

 
 

Net income attributable to DMC
$
7,216

 
 

 
 

 
$
8,834

 
 

 
 

Less income allocated to RSAs
(115
)
 
 

 
 

 
(196
)
 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net income allocated to common stock for EPS calculation
$
7,101

 
13,528,880

 
$
0.52

 
$
8,638

 
13,204,086

 
$
0.65

 
 
 
 
 
 
 
 
 
 
 
 
Adjust shares for dilutives:
 

 
 

 
 

 
 

 
 

 
 

Stock-based compensation plans
 

 
4,093

 
 

 
 

 
4,173

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share:
 

 
 

 
 

 
 

 
 

 
 

Net income attributable to DMC
$
7,216

 
 

 
 

 
$
8,834

 
 

 
 

Less income allocated to RSAs
(115
)
 
 

 
 

 
(196
)
 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net income allocated to common stock for EPS calculation
$
7,101

 
13,532,973

 
$
0.52

 
$
8,638

 
13,208,259

 
$
0.65

 


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Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, trade accounts receivable and payable, accrued expenses and long-term debt approximate their fair value.

Recent Accounting Pronouncements
 
In February 2013, the Financial Accounting Standards Board issued an accounting standards update which requires an entity to disclose amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This accounting standards update is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of this update did not have a material impact on our financial statements.
 
3.      ACQUISITIONS
 
TRX Industries
 
On January 3, 2012, we acquired the assets and operating business of Texas-based TRX Industries, Inc. (“TRX”), a manufacturer of perforating guns, for a purchase price of $10,294.  TRX, which has now been integrated into DYNAenergetics US, had been a long-term supplier to DYNAenergetics US and, in recent years, accounted for a rapidly growing percentage of its perforating gun purchases.
 
The acquisition of TRX was structured as an asset purchase in an all-cash transaction.  The purchase price was allocated to tangible and identifiable intangible assets based on their fair values as determined by appraisals performed as of the acquisition date on property, plant and equipment and discounted cash flow analysis on the identifiable intangible assets.  The allocation of the purchase price to the assets of TRX was as follows:
 
Current assets
$
2,702

Property, plant and equipment
2,227

Intangible assets
5,365

Deferred tax assets
40

Total assets acquired
10,334

 
 

Current liabilities
40

Total liabilities assumed
40

 
 

Net assets acquired
$
10,294

 
We acquired identifiable finite-lived intangible assets as a result of the acquisition of TRX.  The finite-lived intangible assets acquired were classified as customer relationships, totaling $5,365, and are being amortized over 6 years.  These amounts are included in Purchased Intangible Assets and are further discussed in Note 5.

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4.      GOODWILL
 
The changes to the carrying amount of goodwill during the period are summarized below:
 
 
Explosive
Metalworking
 
Oilfield
Products
 
Total
Goodwill balance at December 31, 2012
$
21,734

 
$
15,697

 
$
37,431

Adjustment due to recognition of tax benefit of tax amortization of certain goodwill
(259
)
 
(444
)
 
(703
)
Adjustment due to exchange rate differences
474

 
351

 
825

 
 
 
 
 
 
Goodwill balance at September 30, 2013
$
21,949

 
$
15,604

 
$
37,553

 
5.      PURCHASED INTANGIBLE ASSETS
 
The following table presents details of our purchased intangible assets, other than goodwill, as of September 30, 2013:
 
 
Gross
 
Accumulated
Amortization
 
Net
Core technology
$
22,992

 
$
(6,744
)
 
$
16,248

Customer relationships
44,786

 
(24,189
)
 
20,597

Trademarks / Trade names
2,465

 
(1,664
)
 
801

 
 
 
 
 
 
Total intangible assets
$
70,243

 
$
(32,597
)
 
$
37,646

 
The following table presents details of our purchased intangible assets, other than goodwill, as of December 31, 2012:
 
 
Gross
 
Accumulated
Amortization
 
Net
Core technology
$
22,494

 
$
(5,749
)
 
$
16,745

Customer relationships
44,334

 
(20,046
)
 
24,288

Trademarks / Trade names
2,409

 
(1,484
)
 
925

 
 
 
 
 
 
Total intangible assets
$
69,237

 
$
(27,279
)
 
$
41,958

 
The change in the gross value of our purchased intangible assets from December 31, 2012 to September 30, 2013 is due solely to the impact of foreign currency translation adjustments.

6.      CUSTOMER ADVANCES
 
On occasion, we require customers to make advance payments prior to the shipment of their orders in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels.  As of September 30, 2013 and December 31, 2012, customer advances totaled $1,392 and $1,363, respectively, and originated from several customers.
 

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7.      DEBT
 
Lines of credit consisted of the following at September 30, 2013 and December 31, 2012:
 
 
September 30,
2013
 
December 31,
2012
Syndicated credit agreement:
 

 
 

U.S. Dollar revolving loan
$
21,900

 
$
31,900

Euro revolving loan
3,650

 
4,625

Canadian Dollar revolving loan

 
1,254

Commerzbank line of credit

 
981

 
25,550

 
38,760

Less current portion

 
(981
)
 
 
 
 
Long-term lines of credit
$
25,550

 
$
37,779

 
Long-term debt consisted of the following at September 30, 2013 and December 31, 2012:
 
 
September 30,
2013
 
December 31,
2012
Loans with former owners of LRI
$
70

 
$
120

Less current maturities
(65
)
 
(65
)
 
 
 
 
Long-term debt
$
5

 
$
55

 
Loan Covenants and Restrictions
 
Our existing loan agreements include various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders; redemption of capital stock; incurrence of additional indebtedness; mortgaging, pledging or disposition of major assets; and maintenance of specified financial ratios.  As of September 30, 2013, we were in compliance with all financial covenants and other provisions of our debt agreements.
 
8.      BUSINESS SEGMENTS
 
Our business is organized in the following three segments:  Explosive Metalworking, Oilfield Products, and AMK Welding. The Explosive Metalworking segment uses explosives to perform metal cladding and shock synthesis of industrial diamonds. The most significant product of this group is clad metal which is used in the fabrication of pressure vessels, heat exchangers, and transition joints for various industries, including upstream oil and gas, oil refinery, petrochemicals, hydrometallurgy, aluminum production, shipbuilding, power generation, industrial refrigeration, and similar industries.  The Oilfield Products segment manufactures, markets and sells oilfield perforating equipment and explosives, including detonating cords, detonators, bi-directional boosters and shaped charges, and seismic related explosives and accessories.  AMK Welding utilizes a number of welding technologies to weld components for manufacturers of jet engine and ground-based turbines.
 
The accounting policies of all the segments are the same as those described in the summary of significant accounting policies included herein and in our Annual Report on Form 10-K for the year ended December 31, 2012.  Our reportable segments are separately managed strategic business units that offer different products and services. Each segment’s products are marketed to different customer types and require different manufacturing processes and technologies.
 

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Segment information is presented for the three and nine months ended September 30, 2013 and 2012 as follows:
 
 
Explosive
Metalworking
 
Oilfield
Products
 
AMK
Welding
 
Total
For the three months ended September 30, 2013
 

 
 

 
 

 
 

Net sales
$
30,407

 
$
21,924

 
$
1,937

 
$
54,268

Depreciation and amortization
$
1,538

 
$
1,458

 
$
152

 
$
3,148

Income from operations
$
5,562

 
$
1,718

 
$
186

 
$
7,466

Unallocated amounts:
 

 
 

 
 

 
 

Corporate expenses
 

 
 

 
 

 
(1,378
)
Stock-based compensation
 

 
 

 
 

 
(628
)
Other expense
 

 
 

 
 

 
(247
)
Interest expense
 

 
 

 
 

 
(129
)
Interest income
 

 
 

 
 

 
1

 
 
 
 
 
 
 
 
Consolidated income before income taxes and non-controlling interest
 

 
 

 
 

 
$
5,085

 
 
Explosive
Metalworking
 
Oilfield
Products
 
AMK
Welding
 
Total
For the three months ended September 30, 2012
 

 
 

 
 

 
 

Net sales
$
29,771

 
$
18,044

 
$
2,334

 
$
50,149

Depreciation and amortization
$
1,357

 
$
1,417

 
$
138

 
$
2,912

Income from operations
$
5,451

 
$
1,139

 
$
386

 
$
6,976

Unallocated amounts:
 

 
 

 
 

 
 

Corporate expenses
 

 
 

 
 

 
(923
)
Stock-based compensation
 

 
 

 
 

 
(903
)
Other income
 

 
 

 
 

 
180

Interest expense
 

 
 

 
 

 
(216
)
Interest income
 

 
 

 
 

 
16

 
 
 
 
 
 
 
 
Consolidated income before income taxes and non-controlling interest
 

 
 

 
 

 
$
5,130

 
 
 
 
 
 
 
 
 
Explosive
Metalworking
 
Oilfield
Products
 
AMK
Welding
 
Total
For the nine months ended September 30, 2013
 

 
 

 
 

 
 

Net sales
$
88,977

 
$
63,743

 
$
5,676

 
$
158,396

Depreciation and amortization
$
4,461

 
$
4,261

 
$
453

 
$
9,175

Income from operations
$
13,251

 
$
5,597

 
$
296

 
$
19,144

Unallocated amounts:
 

 
 

 
 

 
 

Corporate expenses
 

 
 

 
 

 
(6,042
)
Stock-based compensation
 

 
 

 
 

 
(2,685
)
Other expense
 

 
 

 
 

 
(371
)
Interest expense
 

 
 

 
 

 
(484
)
Interest income
 

 
 

 
 

 
5

 
 
 
 
 
 
 
 
Consolidated income before income taxes
 

 
 

 
 

 
$
9,567


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Table of Contents

 
 
 
 
 
 
 
 
 
Explosive
Metalworking
 
Oilfield
Products
 
AMK
Welding
 
Total
For the nine months ended September 30, 2012
 

 
 

 
 

 
 

Net sales
$
84,680

 
$
57,941

 
$
6,427

 
$
149,048

Depreciation and amortization
$
4,137

 
$
4,181

 
$
387

 
$
8,705

Income from operations
$
13,138

 
$
4,886

 
$
463

 
$
18,487

Unallocated amounts:
 

 
 

 
 

 
 

Corporate expenses
 

 
 

 
 

 
(2,713
)
Stock-based compensation
 

 
 

 
 

 
(2,838
)
Other income
 

 
 

 
 

 
390

Interest expense
 

 
 

 
 

 
(622
)
Interest income
 

 
 

 
 

 
25

 
 
 
 
 
 
 
 
Consolidated income before income taxes
 

 
 

 
 

 
$
12,729

 
During the three months ended September 30, 2013, sales to one customer accounted for $5,675 (10.5%) of total net sales. During the nine months ended September 30, 2013, no one customer accounted for more than 10% of total net sales.  During the three and nine months ended September 30, 2012, no one customer accounted for more than 10% of total net sales.
 
9.      RETIREMENT EXPENSES

During the first quarter of 2013 and, as a result of board actions taken in January 2013, we recorded a one-time expense of $2,965 associated with management retirements, the majority of which relates to the March 1, 2013 retirement of Yvon Cariou, our former President and Chief Executive Officer.  This expense includes $894 of stock-based compensation, with the remainder representing cash payments.        


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Table of Contents

ITEM 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our historical consolidated financial statements and notes, as well as the selected historical consolidated financial data that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2012.
 
Unless stated otherwise, all currency amounts in this discussion are presented in thousands (000’s).
 
Executive Overview
 
Our business is organized into three segments:  Explosive Metalworking (which we also refer to as Nobelclad), Oilfield Products and AMK Welding.  For the nine months ended September 30, 2013, Explosive Metalworking accounted for 56% of our net sales and 69% of our income from operations before consideration of unallocated corporate expenses and stock-based compensation expense, which are not allocated to our business segments.  Our Oilfield Products segment accounted for 40% and 29% of our year-to-date 2013 sales and income from operations, respectively, while the AMK Welding segment accounted for 4% of net sales and 2% of our income from operations for year-to-date of 2013.
 
Our consolidated net sales for the nine months ended September 30, 2013 increased by $9,348, or 6.3%, compared to the same period of 2012.  The year-to-year consolidated net sales increase reflects sales increases of $4,297 (5.1%) for our Explosive Metalworking segment and $5,802 (10.0%) for our Oilfield Products segment which were partially offset by a sales decrease of $751 (11.7%) for our AMK Welding segment.  Not withstanding an increase of $5,208 in operating expenses, our consolidated income from operations decreased to $10,417 for the nine months ended September 30, 2013 compared to operating income of $12,936 in the same period of 2012.  This $2,519 decrease in operating income reflects increases of $113 and $711 in the operating income reported by our Explosive Metalworking and Oilfield Products segments, respectively, a decrease of $167 in the operating income reported by our AMK Welding segment and a net increase of $3,176 in aggregate unallocated corporate expenses and stock-based compensation expense which includes $2,965 of non-recurring expenses associated with executive management retirements. Reported consolidated operating income for the nine months ended September 30, 2013 and 2012 includes amortization expense of $4,734 and $4,584, respectively, relating to purchased intangible assets associated with several acquisitions executed between November 2007 and January 2012. Net income was $7,216 for year-to-date 2013 compared to net income of $8,834 for the same period of 2012.
 
Impact of Current Economic Situation on the Company
 
We were only minimally impacted in 2008 by the global economic slowdown.  However, during 2009 and 2010, we experienced a significant slowdown in Explosive Metalworking sales to some of the markets we serve.  The explosion-welded clad plate market is dependent upon sales of products for use by customers in a number of heavy industries, including oil and gas, chemicals and petrochemicals, aluminum production, power generation, shipbuilding, industrial refrigeration, alternative energy and hydrometallurgy.  These industries tend to be cyclical in nature and the uneven worldwide economic recovery has affected many of these markets. While certain sectors continue to be slow, including alternative energy, hydrometallurgy and power generation, quoting activity in other end markets remains healthy, and we continue to track an extensive list of projects. While timing of new order inflow remains difficult to predict, our Explosive Metalworking segment has benefited from the modest improvement in some of the industries it supplies and we believe that it is well-positioned to further benefit as global economic conditions improve.
 
As a result of acquisitions made during 2009, 2010 and 2012 and strong organic sales growth beginning in the third quarter of 2010, our Oilfield Products segment has grown into a second core business for us, generating 39% of our consolidated net sales in 2012 and 40% of our year-to-date 2013 consolidated net sales as compared to only 13% of our consolidated net sales in 2009.

Our Explosive Metalworking backlog decreased to $42,897 at September 30, 2013 from $46,398 and $44,151 at December 31, 2012 and June 30, 2013, respectively. Based upon consolidated net sales for the first none months of 2013, the September 30, 2013 Explosive Metalworking backlog, recent quoting activity for this segment and sales trends in our Oilfield Products segment, we currently expect that our 2013 consolidated net sales will increase by 4% to 5% from the $201,567 in consolidated net sales that we reported in 2012.
   
Net sales
 
Explosive Metalworking's revenues are generated principally from sales of clad metal plates and sales of transition joints, which are made from clad plates, to customers that fabricate industrial equipment for various industries, including oil and gas, petrochemicals, alternative energy, hydrometallurgy, aluminum production, shipbuilding, power generation, industrial

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Table of Contents

refrigeration, and similar industries.  While a large portion of the demand for our clad metal products is driven by new plant construction and large plant expansion projects, maintenance and retrofit projects at existing chemical processing, petrochemical processing, oil refining, and aluminum smelting facilities also account for a significant portion of total demand.
 
Oilfield Products' revenues are generated principally from sales of shaped charges, detonators and detonating cord, and bidirectional boosters and perforating guns to customers who perform the perforation of oil and gas wells and from sales of seismic products to customers involved in oil and gas exploration activities.
 
AMK Welding's revenues are generated from welding, heat treatment, and inspection services that are provided with respect to customer-supplied parts for customers primarily involved in the power generation industry and aircraft engine markets.
 
A significant portion of our revenue is derived from a relatively small number of customers; therefore, the failure to complete existing contracts on a timely basis, to receive payment for such services in a timely manner, or to enter into future contracts at projected volumes and profitability levels could adversely affect our ability to meet cash requirements exclusively through operating activities. We attempt to minimize the risk of losing customers or specific contracts by continually improving product quality, delivering product on time and competing aggressively on the basis of price.

Gross profit and cost of products sold

Cost of of products sold for Explosive Metalworking includes the cost of metals and alloys used to manufacture clad metal plates, the cost of explosives, employee compensation and benefits, freight, outside processing costs, depreciation of manufacturing facilities and equipment, manufacturing supplies and other manufacturing overhead expenses.
 
Cost of products sold for Oilfield Products includes the cost of metals, explosives and other raw materials used to manufacture shaped charges, detonating products and perforating guns as well as employee compensation and benefits, depreciation of manufacturing facilities and equipment, manufacturing supplies and other manufacturing overhead expenses.
 
AMK Welding's cost of products sold consists principally of employee compensation and benefits, welding supplies (wire and gas), depreciation of manufacturing facilities and equipment, outside services and other manufacturing overhead expenses.
 
Backlog
 
We use backlog as a primary means of measuring the immediate outlook for our Explosive Metalworking business.  We define “backlog” at any given point in time as consisting of all firm, unfulfilled purchase orders and commitments at that time.  Generally speaking, we expect to fill most backlog orders within the following 12 months.  From experience, most firm purchase orders and commitments are realized.
 
Our backlog with respect to the Explosive Metalworking segment decreased to $42,897 at September 30, 2013 from $46,398 at December 31, 2012.
 
Three and Nine Months Ended September 30, 2013 Compared to the Three and Nine Months Ended September 30, 2012
 
Net sales
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Net sales
$
54,268

 
$
50,149

 
$
4,119

 
8.2
%
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Net sales
$
158,396

 
$
149,048

 
$
9,348

 
6.3
%

Our consolidated net sales for the third quarter of 2013 increased 8.2% to $54,268 from $50,149 for the third quarter of 2012.  Explosive Metalworking sales increased 2.1% to $30,407 for the three months ended September 30, 2013 (56% of total sales) from $29,771 for the same period of 2012 (59% of total sales). Since our Explosive Metalworking backlog of $44,151 as

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of June 30, 2013 was significantly lower than the June 30, 2012 backlog of $56,625, the $636 increase in third quarter 2013 sales relates to timing differences with respect to when orders enter our backlog and the subsequent shipment of these orders.

Oilfield Products contributed $21,924 to third quarter 2013 sales (40% of total sales), which represents an increase of 21.5% from sales of $18,044 for the third quarter of 2012 (36% of total sales). Since average North American rig count in the oil and gas industry was down slightly during the first nine months of 2013 from the first nine months of 2012, the sales increase is largely attributable to geographical expansion initiatives and favorable changes in product/customer mix.

AMK Welding contributed $1,937 to third quarter 2013 sales (4% of total sales) compared to sales of $2,334 for the third quarter of 2012 (5% of total sales), a sales decrease of $397 or 17.0%.  As was the case in the first two quarters of 2013, AMK continues to experience a decline in ground power sales that is attributable to a customer's decision to discontinue new production work on a ground turbine platform that has accounted for a major portion of AMK's historical ground power revenues. While we believe that AMK can replace this lost revenue stream over time by developing new business opportunities with both existing and new customers in the aircraft engine, ground turbine, and oil and gas industries, we view 2013 as another transition year for AMK and, at this point, do expect AMK's full year 2013 sales to fall well short of the $8,830 in sales that AMK reported in 2012.

Our consolidated net sales for the first nine months of 2013 increased 6.3% to $158,396 from $149,048 for the same period of 2012. Explosive Metalworking sales increased 5.1% to $88,977 for the nine months ended September 30, 2013 (56% of total sales) from $84,680 (57% of total sales) for the same period of 2012. The $4,297 increase in year-to-date Explosive Metalworking reflects the change in our beginning of the year backlog, which increased to $46,398 at December 31, 2012 from $44,564 at December 31, 2011, and also the impact of timing differences with respect to when orders enter our backlog and the subsequent shipment of these orders.

Oilfield Products contributed $63,743 to year-to-date 2013 sales (40% of total sales), which represents an increase of 10.0% from sales of $57,941 for the year-to-date 2012 (39% of total sales). As discussed above, the sales increase is largely attributable to geographical expansion initiatives and favorable changes in product/customer mix.

AMK Welding contributed $5,676 to year-to-date 2013 sales (4% of total sales) compared to $6,427 for year-to-date 2012 (4% of total sales), which represents a decrease of $751 or 11.7%.

Gross profit 
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Gross profit
$
16,573

 
$
15,349

 
$
1,224

 
8.0
%
Consolidated gross profit margin rate
30.5
%
 
30.6
%
 
 

 
 

 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Gross profit
$
46,354

 
$
43,665

 
$
2,689

 
6.2
%
Consolidated gross profit margin rate
29.3
%
 
29.3
%
 
 

 
 

 
Our consolidated third quarter 2013 gross profit increased by 8.0% to $16,573 from $15,349 for the three months ended September 30, 2012. Our third quarter 2013 consolidated gross profit margin rate decreased slightly to 30.5% from 30.6% for the third quarter of 2012. For the nine months ended September 30, 2013, consolidated gross profit increased by 6.2% to $46,354 from $43,665 for the same period of 2012. Our year-to-date consolidated gross profit margin rate remained flat at 29.3% in both 2012 and 2013.
 
The gross profit margin for Explosive Metalworking decreased from 29.7% in the third quarter of 2012 to 28.2% in the third quarter of 2013.  For the nine-month period, our gross profit margin for this segment decreased to 25.9% in 2013 from 27.2% in 2012. The decrease in our third quarter and year-to-date gross margin rates relate principally to changes in product mix as compared to the comparable periods of 2012. As has been the case historically, we expect to see continued fluctuations in Explosive Metalworking's quarterly gross margin rates in the future that result from fluctuations in quarterly sales volume and changes in product/customer mix.
 

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Table of Contents

Our Oilfield Products segment's gross profit margin increased to 34.8% in the third quarter of 2013 from 33.0% in the third quarter of 2012, with our third quarter 2013 gross margin reflecting the negative impact of a $1,245 increase to our reserve for excess, slow-moving and obsolete inventory that was recorded during the quarter. Oilfield Products reported a gross profit margin of 35.4% for the first nine months of 2013 compared to a gross profit margin of 33.9% for the same period of 2012. The improved third quarter and year-to-date gross margin performance relates principally to favorable changes in product/customer mix.
 
The gross profit margin for AMK Welding decreased to 23.1% in the third quarter of 2013 from 26.5% in the third quarter of 2012 and follows the 17.0% decline in sales discussed above. The gross profit margin for AMK Welding decreased slightly to 17.3% for the nine months ended September 30, 2013 from 18.9% for the same period of 2012, with this decrease relating principally to the $751 decrease in AMK's 2013 sales and the fact that the majority of AMK's manufacturing costs are fixed in nature.
 
Based upon the expected contribution to 2013 consolidated net sales by each of our three business segments, we expect our consolidated full year 2013 gross margin to be in a range of 29% to 30%. 
 
General and administrative expenses 
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
General and administrative expenses
$
5,833

 
$
4,668

 
$
1,165

 
25.0
%
Percentage of net sales
10.7
%
 
9.3
%
 
 

 
 

 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
General and administrative expenses
$
19,129

 
$
13,815

 
$
5,314

 
38.5
%
Percentage of net sales
12.1
%
 
9.3
%
 
 

 
 


General and administrative expenses increased by $1,165, or 25.0%, to $5,833 for the three months ended September 30, 2013 from $4,668 for the same period of 2012.  This increase includes an aggregate increase of $447 in salaries, benefits and payroll taxes, an increase of $255 in professional services and a net increase of $463 in all other expense categories. As a percentage of net sales, general and administrative expenses increased to 10.7% in the third quarter of 2013 from 9.3% in the third quarter of 2012.

General and administrative expenses increased by $5,314, or 38.5% to $19,129 for the nine months ended September 30, 2013 from $13,815 for the same period of 2012. Excluding the impact of $2,965 from non-recurring expenses associated with management retirements, our general and administrative increased $2,349 or 17.0%. This increase includes an aggregate increase of $880 in salaries, benefits and payroll taxes, an increase of $570 in professional services and a net increase of $899 in all other expense categories. Excluding the impact of non-recurring management retirement expenses, general and administrative expenses, as a percentage of net sales, increased to 10.2% for year-to-date 2013 from 9.3% for year-to-date 2012.

Selling and distribution expenses
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Selling and distribution expenses
$
3,699

 
$
4,011

 
$
(312
)
 
(7.8
)%
Percentage of net sales
6.8
%
 
8.0
%
 
 

 
 

 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Selling and distribution expenses
$
12,074

 
$
12,330

 
$
(256
)
 
(2.1
)%
Percentage of net sales
7.6
%
 
8.3
%
 
 

 
 

 
Our selling and distribution expenses, which include sales commissions of $339 in the third quarter of 2013 and $281 in the third quarter of 2012, decreased by 7.8% to $3,699 in the third quarter of 2013 from $4,011 in the third quarter of 2012.  The decrease in our selling and distribution expenses reflects decreased selling and distribution expenses of $385 at our U.S. divisions and increased selling and distribution expenses of $73 at our foreign divisions.

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Table of Contents


The $385 decrease in our third quarter U.S. selling and distribution expenses reflects decreases of $155, $162 and $57 in stock-based compensation, bad debt expense and commission expense, respectively, and a net decrease of $11 in all other expense categories.  The $73 increase in our foreign divisions' selling and distribution expenses reflects an aggregate increase of $238 in salary and commission expense and a net decrease of $165 in all other spending categories.  As a percentage of net sales, selling and distribution expenses decreased to 6.8% in the third quarter of 2013 from 8.0% in the third quarter of 2012.

Our selling and distribution expenses, which include sales commissions of $936 for the nine months ended September 30, 2013 and $1,151 for the nine months ended September 30, 2012, decreased by 2.1% to $12,074 year-to-date 2013 from $12,330 in the same period of 2012. The decrease reflects decreased selling and distribution expenses of $572 at our U.S. divisions and increased selling and distribution expenses of $316 at our foreign divisions.

The $572 decrease in our U.S. selling and distribution expenses for the first nine months of 2013 reflects decreases of $457, $161 and $125 in stock-based compensation, bad debt expense and commission expense, respectively, and a net increase of $171 in all other expense categories. The $316 increase in our foreign divisions' selling and distribution expenses reflects an aggregate increase of $279 in salary and commission expense and a net increase of $37 in all other spending categories. As a percentage of net sales, selling and distribution expenses decreased to 7.6% for the nine months ended September 30, 2013 from 8.3% for the nine months ended September 30, 2012.

Our consolidated selling and distribution expenses for the three months ended September 30, 2013 include $1,198 and $2,417, respectively, for our Explosive Metalworking and Oilfield Products business segments as compared to $1,736 and $2,078, respectively, for the third quarter of 2012. Our consolidated selling and distribution expenses for the nine months ended September 30, 2013 include $4,167 and $7,701, respectively, for our Explosive Metalworking and Oilfield Products business segments as compared to $4,972 and $6,772, respectively, for the same period of 2012. The higher level of selling and distribution expenses for our Oilfield Products segment relative to its contribution to our consolidated net sales reflects the need, particularly in North America, to maintain a number of strategically located distribution centers that are in close proximity to areas which contain a large concentration of oilfields and enjoy a high volume of related oil and gas drilling activities.

Amortization expense
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Amortization of purchased intangible assets
$
1,581

 
$
1,520

 
$
61

 
4.0
%
Percentage of net sales
2.9
%
 
3.0
%
 
 

 
 

 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Amortization of purchased intangible assets
$
4,734

 
$
4,584

 
$
150

 
3.3
%
Percentage of net sales
3.0
%
 
3.1
%
 
 

 
 

 

Amortization expense relates to the amortization of values assigned to intangible assets in connection with our prior years acquisitions of DYNAenergetics, LRI, the two Russian joint ventures, Austin Explosives and our January 3, 2012 acquisition of TRX Industries, all part of our Oilfield Products business segment.  The $61 increase in third quarter 2013 amortization expenses reflects the impact of foreign currency translation effects.  Amortization expense for the three months ended September 30, 2013 includes $1,250, $283, and $48 relating to values assigned to customer relationships, core technology, and trademarks/trade names, respectively.  Amortization expense for the three months ended September 30, 2012 includes $1,207, $268 and $45 relating to values assigned to customer relationships, core technology, and trademarks/trade names, respectively.

Amortization expense for the nine months ended September 30, 2013 includes $3,747, $845 and $142 relating to values assigned to customer relationships, core technology, and trademarks/trade names, respectively. Amortization expense for the nine months ended September 30, 2012 includes $3,623, $823 and $138 relating to values assigned to customer relationships, core technology, and trademarks/trade names, respectively.
 
Amortization expense (as measured in Euros) associated with the DYNAenergetics acquisition and the acquisition of the two Russian joint ventures is expected to approximate €3,490 and €244, respectively, in 2013.  Our 2013 amortization expense associated with the June 2010 Austin Explosives acquisition and the January 2012 acquisition of TRX Industries is expected to

21

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approximate $435 and $895, respectively, and our 2013 amortization expense (as measured in Canadian dollars) associated with the LRI acquisition is expected to approximate 80 CAD.

Operating income 
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Operating income
$
5,460

 
$
5,150

 
$
310

 
6.0
%
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Operating income
$
10,417

 
$
12,936

 
$
(2,519
)
 
(19.5
)%
 

Our consolidated operating income increased by $310 to $5,460 in the third quarter of 2013 from $5,150 in the third quarter of 2012. These operating income totals for the third quarters of 2013 and 2012 include $1,378 and $923, respectively, of unallocated corporate expenses and $628 and $903, respectively, of stock-based compensation expense. Consolidated income from operations decreased by $2,519 to $10,417 for the first nine months 2013 from $12,936 for the first nine months of 2012. These operating income totals for 2013 and 2012 include $6,042 and $2,713, respectively, of unallocated corporate expenses and $2,685 and $2,838, respectively, of stock-based compensation expense. These expenses are not allocated to our business segments and thus are not included in the below 2013 and 2012 operating income totals for Explosive Metalworking, Oilfield Products, and AMK Welding.

The $2,519 decrease in our consolidated operating income for first nine months of 2013 reflects an increase of $657 in the aggregate operating income reported by our three business segments and a decrease in stock-based compensation expense of $153 that were offset by an increase in unallocated corporate expenses $3,329. The aggregate net increase of $3,176 in unallocated corporate expenses and stock-based compensation expense includes $2,965 of non-recurring expenses associated with management retirements, the majority of which relates to the March 1, 2013 retirement of Yvon Cariou, our former President and Chief Executive Officer, who was succeeded in this position by Kevin Longe, our former Chief Operating Officer who joined the Company in July 2012.
 
Explosive Metalworking reported operating income of $5,562 in the third quarter of 2013 compared to $5,451 in the third quarter of 2012.  This $111 or 2.0% increase is largely due to the 2.1% sales increase discussed above. Operating results of Explosive Metalworking for the three months ended September 30, 2013 and 2012 include $529 and $500, respectively, of amortization expense of purchased intangible assets.  Explosive Metalworking reported operating income of $13,251 for the nine months ended September 30, 2013 compared to $13,138 for the nine months ended September 30, 2012.  Operating results of Explosive Metalworking for the nine months ended September 30, 2013 and 2012 include $1,578 and $1,536, respectively, of amortization expense of purchased intangible assets. 
 
Oilfield Products reported operating income of $1,718 in the third quarter of 2013 compared to $1,139 in the third quarter of 2012.  Operating results of Oilfield Products for the three months ended September 30, 2013 and 2012 include $1,052 and $1,020, respectively, of amortization expense of purchased intangible assets.  Oilfield Products reported operating income of $5,597 for the nine months ended September 30, 2013 compared to $4,886 for the nine months ended September 30, 2012.  Operating results of Oilfield Products for the three months ended September 30, 2013 and 2012 include $3,156 and $3,048, respectively, of amortization expense of purchased intangible assets.

AMK Welding reported operating income of $186 in the third quarter of 2013, a decrease of $200 from the operating income of $386 that it reported in the third quarter of 2012.  The decrease in AMK's operating income for the three months ended September 30, 2013 compared to the same period of 2012 is principally attributable to the decrease in sales as discussed above. AMK Welding reported operating income of $296 for the nine months ended September 30, 2013 compared to operating income of $463 that it reported in the same period of 2012. 

     Other income (expense), net
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Other income (expense), net
$
(247
)
 
$
180

 
$
(427
)
 
(237.2
)%

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Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Other income (expense), net
$
(371
)
 
$
390

 
$
(761
)
 
(195.1
)%

 We reported net other expense of $247 in the third quarter of 2013 compared to net other income of $180 in the third quarter of 2012.  Our reported third quarter 2013 net other expense of $247 includes net realized and unrealized foreign exchange losses of $286.  Our third quarter 2012 net other income of $180 includes net realized and unrealized foreign exchange gains of $144.

We reported net other expense of $371 for the nine months ended September 30, 2013 compared to net other income of $390 for the nine months ended September 30, 2012. Our reported year-to-date 2013 net other expense of $371 includes net realized and unrealized foreign exchange losses of $422. Our reported year-to-date 2012 net other income of $390 includes net realized and unrealized foreign exchange gains of $346.
 
Interest income (expense), net
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Interest income (expense), net
$
(128
)
 
$
(200
)
 
$
72

 
(36.0
)%
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Interest income (expense), net
$
(479
)
 
$
(597
)
 
$
118

 
(19.8
)%
 
We recorded net interest expense of $128 in the third quarter of 2013 compared to net interest expense of $200 in the third quarter of 2012. We recorded net interest expense of $479 for year-to-date 2013 compared to net interest expense of $597 for year-to-date 2012. The decreases in third quarter and year-to-date net interest expense reflects relatively stable interest rates, decreases in average outstanding borrowings during the respective periods and an increase in capitalized interest on our greenfield capital investment projects in Russia and North America. 
 
Income tax provision
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Income tax provision
$
1,474

 
$
1,373

 
$
101

 
7.4
%
Effective tax rate
29.0
%
 
26.8
%
 
 

 
 

 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Income tax provision
$
2,259

 
$
3,882

 
$
(1,623
)
 
(41.8
)%
Effective tax rate
23.6
%
 
30.5
%
 
 

 
 

 

We recorded an income tax provision of $1,474 in the third quarter of 2013 compared to an income tax provision of $1,373 in the third quarter of 2012.  Our consolidated income tax provision for the three months ended September 30, 2013 and 2012 included $1,410 and $1,106, respectively, related to U.S. taxes, with the remainder relating to net foreign tax provisions of $64 and $267, respectively, associated with our foreign operations and holding companies. The effective tax rate increased to 29.0% for the third quarter of 2013 compared to 26.8% for the third quarter of 2012.

For the nine months ended September 30, 2013, we recorded an income tax provision of $2,259 compared to an income tax provision of $3,882 for the same period of 2012. Our consolidated income tax provision for the nine months ended September 30, 2013 and 2012 included a U.S. tax provision of $652 in 2013 and a U.S. tax provision of $2,678 in 2012, with the remainder relating to net foreign tax provisions of $1,607 and $1,204, respectively, associated with our foreign operations and holding companies. The effective tax rate decreased to 23.6% for the first nine months of 2013 compared to 30.5% for the same period of 2012.

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Our statutory income tax rates range from 20% to 35% for our various U.S. and foreign operating entities and holding companies. In January 2013, the United States Congress authorized, and the President signed into law, changes to the U. S. income tax laws which were retroactive to January 1, 2012. However, since these changes were enacted in 2013, the financial statement benefit of such legislation could not be reflected until the first quarter of 2013. The $908 tax benefit that we recognized in the first quarter of 2013 had a significant favorable impact on our first quarter and year-to-date effective tax rate. During the second quarter of 2013, we recorded a one-time tax expense of $430 associated with a German tax audit settlement as further discussed below. This non-recurring adjustment had a significant unfavorable impact on our second quarter and year-to-date effective tax rate. Excluding the effects of the $908 tax benefit we recorded in the first quarter and $430 of additional tax expense we recorded in the second quarter, our year-to-date 2013 effective tax rate would have been 29%. Year-to-year fluctuations in our consolidated effective tax rate also reflect the different tax rates in our U.S. and foreign tax jurisdictions and the variation in contribution to consolidated pre-tax income from each jurisdiction for the respective year.

Tax returns of our German subsidiaries have been under routine examination by the German tax authorities for the past several months. During the second quarter of 2013, German tax authorities proposed and we agreed to a settlement. The key provisions of the settlement resulted in a net reduction of the subsidiaries' loss carryforwards, which reduced the non-current deferred tax assets associated with these carryforwards that were recorded on our books.  Thus, we recorded an additional $430 in income tax expense for the second quarter to reflect this reduction.  The settlement also resulted in an increase in the tax basis of our amortizable, intangible assets; however, under U.S. GAAP, this increase is not reflected in the financial statements.  The tax savings from the increase in these assets will be realized by the Company over the next nine years as an income tax deduction.

We expect our blended effective tax rate for the full year 2013 to range from 26% to 27% based on projected pre-tax income, the financial statement benefit of $908 in certain tax benefits that we recognized in the first quarter of 2013 relating to the tax law changes enacted in January 2013, and the $430 non-recurring charge we recorded in the second quarter in connection with the German tax settlement. Excluding the impact of the first quarter tax benefit and the second quarter non-recurring charge, the blended effective tax rate for 2013 is projected to be in a range of 29% to 30%.
 
Adjusted EBITDA
 
Three Months Ended
September 30,
 
 
 
Percentage
 
2013
 
2012
 
Change
 
Change
Adjusted EBITDA
$
9,187

 
$
8,962

 
$
225

 
2.5
%
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30,